Eva Mendes: Her Allure Photo Shoot

Eva Mendes may have a thing for Dolce & Gabbana: She wore their clothes before, during, and after her cover shoot with Michael Thompson in his New York City studio. See outtakes here, and for more photographs and our interview with Mendes, pick up the August issue of Allure, on newsstands July 20.

Mendes showed up in a floral Dolce & Gabbana dress and vintage espadrilles a few minutes earlier than the crew. She hooked her iPod up to the speakers and scrolled to a playlist she'd named "Old-School Sexy"— a mix of Dean Martin, Maria Callas arias, and Ella Fitzgerald.

"I'm definitely responsible for the image that I put out there," says the actress of her sexy ad campaigns and steamy film roles. "But it does become frustrating, because I don't want 'sexy' to be my defining characteristic. I'd love for my ambition and will and intellect and sense of humor to define me as well." Here, Thompson and Mendes laugh between shots.

"I wanted to give [Mendes] gritty sex appeal," said makeup artist Makky. "Not that she needs much help with that." He let the actress's freckles show and dusted her cheeks with taupe powder and highlighter, brushing a bit of hot pink powder on the apples. Then he rimmed her upper eyelids with black kohl liner, and darkened it with black powder eye shadow. His last step: Nude lipstick.

According to Mendes, there's a double standard when it comes to nudity in Hollywood. "[When] other actresses who aren't thought of, maybe, as being quite as attractive do full-frontal, they're called brave. Nobody has ever said, 'Eva, you're so brave for doing full-frontal nudity.' Just because I'm attractive doesn't mean it's not still scary," she says. "Why am I not brave?"

Even Mendes—one of the sexiest actresses in Hollywood—has to give herself pep talks while she's on a sexy shoot. "If a negative thought pops into my head, I talk to the voice within me and say, 'I know you want to tell me that I'm less than desirable, but not now. You can come back in a couple days and cut me down when I'm done with this shoot. I promise to let you in then,'" she says.

Hairstylist Sebastien Richard gave Mendes a "sexy, touchable, and textured" look. He spritzed her roots with thickening spray and blew her hair dry with a round brush to add extra volume. He kept her hair straight, but fluffed it up by back-combing it at the crown and spritzing it with a salt spray.

Female friends are very important to Mendes. She swoons over pictures taken of herself with Drew Barrymore and Liv Tyler more than she does when asked about her longtime boyfriend, director George Augusto. She says, "You know those girls who say they don't have any girlfriends? I always say, 'Run for the hills when you hear that.'"